FIRST  AMENDMENT  TO  PURCHASE  AND  SALE  AGREEMENT
     ----------------------------------------------------

     This  First  Amendment  to  Purchase  and  Sale Agreement is entered into
effective April 10, 1998 by and between JON H. OLSON, or assigns ("Purchaser")
and  EAGLES  LANDING,  L.L.C., a Colorado limited liability company ("Seller")
with  reference  to  the  following  facts:

     A.    On  March  5,  1998, Purchaser and Seller entered into that certain
"Purchase  and  Sale Agreement" (the "Agreement"), pursuant to which Purchaser
agreed  to  purchase,  and  Seller  agreed to sell, that certain improved real
property  located  in  the  City of Westminster, County of Jefferson, State of
Colorado, with the commonly known address of 7402 West Church Ranch Boulevard,
also known as "Eagles Landing at Church Ranch"( and hereinafter referred to as
the  "Property".)

     B.    The  parties  mutually  desire  to  amend  the  Agreement.

     NOW,  therefore,  Purchaser  and  Seller  agree  as  follows:

     1.    Section  2.1.2  of  the  Agreement  is deleted and the following is
inserted  in  its  place:

"Within  two  (2)  business days of signing of this First Amendment, Purchaser
shall  deposit  with  the Escrow Agent the sum of Two Hundred Thousand Dollars
($200,000.00)  by  irrevocable  federal  funds  wire  transfer  of immediately
available  funds  (the  "Second  Deposit").

Upon  the  earlier  of (a) May 3, 1998 or (b) the consummation of the sale, by
Purchaser,  of  other real property located in Aurora, Colorado, consisting of
an  apartment  building known as "Village Green", Purchaser shall deposit with
the Escrow Agent the sum of Six Hundred Fifteen Thousand Dollars ($615,000.00)
by irrevocable federal funds wire transfer of immediately available funds (the
"Third  Deposit.")

Escrow Agent is hereby authorized and instructed to release the First Deposit,
the Second Deposit and the Third Deposit (said First, Second and Third Deposit
collectively  referred  to  as  the  "Deposit"),  when:

(A) Escrow Agent can unconditionally deliver to Purchaser the following items:
(i) A Promissory Note, executed by Seller, in the original principal amount of
EIGHT  HUNDRED  SIXTY FIVE THOUSAND DOLLARS ($865,000.00), bearing interest at
8%  per annum, with all sums due and payable on the earlier of the transfer of
the  Property  from  Seller  to  Purchaser  or six (6) months from the date of
execution  of said Note, and containing other standard provisions, including a
provision for attorneys' fees; and (ii) a Deed of Trust, on customary standard
form, duly executed by Seller, to secure said Promissory Note, which will be a
lien  against  the Property subject only to those liens and encumbrances which
are  shown  as exceptions to title, Items D and E in Schedule B-Section 1, and
all  items  shown  in  Schedule  B-Section  2,    in  the Commitment for Title
Insurance issued by North American Title Company of Colorado ("Title Company")
under  its  file  number  CM  58995;  and

(B)  Escrow  Agent has received the written consent of the holder of the first
deed  of  trust, Allstate Life Insurance Company, to the placing of the second
deed  of  trust  against  the  Property (as described in sub-part "A", above).
Purchaser  shall  be primarily responsible for processing the approval request
with said deed of trust holder, and Seller shall be responsible for providing,
in  a  timely  manner,  all  documentation  which  is  requested  of it by the
Purchaser  to  so  process  such  approval  request.

     Upon  the  release  of  the  Deposits  by Escrow Agent to the Seller, the
amounts released shall be deemed to be "Deposits" for all intents and purposes
under  the  terms  of  the  Agreement
(e.g.,  the Deposits, in their entirety, and all interest earned thereon while
said  Deposits are held by the Escrow Agent, shall be credited to the Purchase
Price;  after Purchaser removes the financing contingency, pursuant to Section
3,  below,  the  Deposits  shall  be non-refundable if the Purchaser defaults,
except  in the event that Seller breaches its obligations under the Agreement,
as  amended  by  this First Amendment.)  In the event that, after the Deposits
have  become  non-refundable,  the  Closing  does not occur due to a breach by
Purchaser  of  its  obligations  hereunder,  and  Seller  has  performed  all
obligations  to  be  performed by Seller, Purchaser shall return to Seller the
Promissory  Note  marked  "canceled"  and Purchaser shall reconvey the Deed of
Trust.

     2.  Section 2.1.5 is modified to provide that, at the time that Purchaser
pays  the  Purchase  Price, the amount of Principal, and all accrued interest,
due  on  the  Promissory Note described in Section 1, above, shall be credited
towards  the  Purchase  Price,  and  in consideration therefor, at Closing the
Purchaser  shall  cancel  the  Promissory Note and reconvey the Deed of Trust.

     3.    The  time  period  for  the  Purchaser  to  remove  the  financing
contingency,  which  is in Section 10.3 of the Agreement, is extended to April
17,  1998,  which  is  ten  (10)  business  days after the date that Purchaser
received  tentative  approval  from the existing lender to assume the existing
financing.

     4.    Section 7.1 is modified to provide that the "Closing Date" shall be
the  earlier  of  July 31, 1998 or the closing of Purchaser's sale of improved
real  property  known  as  "Spanish Gate", or, at the option of Purchaser, any
earlier  date which falls on a business day, provided that if Purchaser elects
such option, Purchaser shall give Seller ten (10) days advance written notice.

     5.    This  First  Amendment may be signed in counterparts, and each such
counterpart  shall  constitute  a  duplicate  original,  but  all counterparts
together  shall  consist  of  only  one  document.

     Except as the Agreement has been modified by this First Amendment, all of
the  terms  and  conditions  of  the  Agreement shall remain in full force and
effect.   In the event of any contradiction between the terms of the Agreement
and  this  First  Amendment,  the terms of this First Amendment shall prevail.

     In Witness Whereof, the parties hereto have executed this First Amendment
as  of  the  date  set  forth  above.
PURCHASER:                                        SELLER:
     EAGLES  LANDING,  L.L.C.,  a
Colorado  limited  liability  company

JON  H.  OLSON                              BY:
     Terence  J.  O'Connor,  Manager